Términos y Condiciones
Términos y condiciones generales
ARC Club Membership Terms and Conditions
Thank you for your interest in ARC Club.
These terms and conditions are our membership terms and conditions which, together with your membership plan and our workplace manual, comprise the contract between us for your membership to ARC Club and use of our club(s).
Please read these terms and conditions carefully before you submit your membership application to us. These terms and conditions tell you who we are, our general rules of membership, how you and we may change or end the contract, what to do if there is a problem and other important information. If you become a member you will be bound by your contract with us, which includes these terms and conditions.
Please note, we may revise these terms and conditions at any time by updating this page. You should visit this page periodically to review these terms and conditions, because they are binding on you.
Your attention is drawn in particular to paragraph 11 (exclusions and limitations of liability).
- DEFINITIONS AND INTERPRETATION
1.1 Definitions. In these terms and conditions, the following definitions apply:
“ARC”, “we”, “us”, “our”: means Arc the Ascent Limited (trading as ARC Club), the shared work and community space business which individuals have the opportunity to become members of, and is further defined in paragraph 2.1.
ARC Homerton: means our club at Unit B, 72-76 Digby Road, London E9 6HX.
Club: any premises operated by us.
Workplace manual: the manual governing our operation of the clubs, access and conduct of members and guests. Our workplace manual makes up the membership agreement with you, together with these terms and conditions and your membership plan. We update our workplace manual from time to time, and the current version can be viewed via our member portal
Data protection laws: the UK data protection laws and any other European Union laws and regulations relating to personal data in force from time to time which apply to the use of personal data.
Desk space: means the desk space available to members, as detailed in these terms and conditions.
End date: the last date of a membership term (whether an initial membership term or renewal term).
Fee: means the fee for your membership that you are responsible to pay to us in accordance with your membership agreement.
Guest: means a person invited to a club, who is not a member.
Initial membership term: the term of membership you commit to when you first become a member, as set out in your membership plan and confirmed to you by us by email at the start of your membership.
Member: means a member of ARC.
Member portal: those sections of the website (which may include third party pages) that only members can access using their unique login.
Membership: your personal and non-transferable membership with us, subject to and in accordance with your membership agreement.
Membership application: the application form you submit to us in order to become a member, which states your preferred membership plan.
Membership month: any month within a membership term (initial membership term or renewal term) starting on the same date within the month as the date the relevant membership term started and ending on the date immediately prior in the subsequent month (for example, 15 June – 14 July).
Membership plan: the specific terms of your membership as we agree with you that are non-standard, including without limitation membership term and fee, and form your membership agreement together with these terms and conditions and our workplace manual.
Membership term: a term of your membership, being an initial membership term or renewal term. A membership term is the minimum term you are contractually bound to, and may be renewed or cancelled in accordance with paragraph 4 and/or paragraph 12 of these terms and conditions.
Other charges: any and all charges you may be required to pay to us other than the fee.
Renewal date: the date when your membership renews (when a new membership term commences) in accordance with paragraph 4, being the date immediately following the end date of the previous membership term.
Renewal term: any consecutive membership term following your initial membership term.
Shared space: any space within a club that is not desk space or otherwise restricted and which members may access.
Start date: the date from which your membership agreement is effective.
Termination date: the date when your membership agreement terminates (howsoever).
Third party page: a section of the website hosted and/or controlled by one or more third parties.
Website: our website at www.arc-club.com, including any third party pages.
“You”, “your”: means you, the subject of and named person in your membership agreement, being an individual.
(a) A reference to a paragraph is to a paragraph of these terms and conditions.
(b) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(c) Unless the context otherwise requires, any reference to European Union law that is directly applicable or directly effective in the UK at any time is a reference to it as it applies in England and Wales from time to time including as retained, amended, extended, re-enacted or otherwise given effect on or after 11pm on 31 January 2020.
(d) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(e) A reference to writing or written includes email but not fax. Any email we send to you will be to the email address you provide to us in your membership application form (and you are responsible for notifying us if it changes), unless we have agreed otherwise with you in writing.
- ABOUT US
2.1 Who we are. We are Arc the Ascent Limited, a company registered in England and Wales. Our company registration number is 11288339 and our registered office is at Unit B, 72-76 Digby Road, London E9 6HX. Our registered VAT number is GB312332063.
2.2 How to contact us. You can contact us by writing to us at firstname.lastname@example.org or Unit B, 72-76 Digby Road, London E9 6HX.
2.3 How we may contact you. If we have to contact you, we will do so by telephone, by writing to you at the email address or postal address you provided to us in your membership application.
- OUR CONTRACT WITH YOU
3.1 Your membership application. If you would like to become a member of our club, you will need to complete and submit a membership application via our website or member portal.
3.2 Formalising your membership. Your submission of a membership application will constitute your offer to us. We are more than likely to accept your offer, however we must reserve the right to reject a membership application at our sole discretion. Our acceptance of your offer will take place when we have both emailed you to accept it and received payment from you in cleared funds, at which point a contract (the membership agreement) will come into existence between you and us. In these terms and conditions, “approving your application” and “accepting your offer” will mean the same thing.
3.3 The terms of our contract. Your membership agreement is the contract between us governing your membership to ARC. Your membership agreement consists of these terms and conditions, the workplace manual and your membership plan. Your membership plan will confirm (as a minimum) fee and membership term.
3.4 If we cannot accept your offer. If we are unable to accept your offer, we will inform you of this in writing. This might be because we do not have capacity or we have to close our club for refurbishment, or because a credit reference we have obtained for you does not meet our minimum requirements, or some other reason.
3.5 Your membership number. We will assign a membership number to you when we accept your offer, and will confirm this to you in writing. It will help us if you can tell us your membership number whenever you contact us.
3.6 Cooling-off period. You may cancel your membership at any time within fourteen (14) days of the start date (or at any time prior to the start date if it is deferred) with no obligation to us. This is your cooling-off period. Following your cooling-off period you may only cancel your membership in accordance with the termination provisions in paragraph 12 and/or your membership plan.
- MEMBERSHIP COMMENCEMENT, DURATION AND RENEWAL
4.1 When your membership starts. Your initial membership term will start on the date we confirm in writing our approval of your membership application, or on such other date as we agree.
4.2 How long your membership will last. The duration of your initial membership term and any subsequent renewal term will depend on the membership plan you have selected.
4.3 Memberships renew automatically. Unless you notify us in writing not less than 30 days prior to the end date that you do not wish to renew your membership (“cancellation notice”), a further membership term will start automatically on the renewal date in accordance with your membership plan (subject always to paragraphs 4.5 (we are not obliged to renew your membership), 6.2 (changes to our fees) and/or paragraph 13 (changes to these terms and conditions).
4.4 We are not obliged to renew your membership. Automatic renewal is subject always to our sole discretion, and we reserve the right not to renew for any reason. If we decide not to renew in accordance with this paragraph, we will provide the required notice as set out in the termination provisions in paragraph 12.
- MEMBERSHIP PLANS
5.1 Selecting your membership plan. You will select your membership plan as part of your application for membership. You will do this by selecting from available options on the relevant page(s) of our website, application form or member portal
5.2 Details of our membership plans. From time to time we may contact you with or otherwise promote alternative membership plans. Membership plans available at any given time are set out on the website, including within the member portal. Membership plans may differ in a number of ways including as to (without limitation) fee, membership term, payment frequency, applicable clubs and/or any other rights attaching to membership.
5.3 Membership plan terms prevail over these terms and conditions. Any membership plan will incorporate these terms and conditions as standard. However, so that we have flexibility to modify these terms and conditions if or as necessary, we agree that the terms of a membership plan will prevail over these terms and conditions in the event of a conflict.
- FEES AND PAYMENT
6.1 Membership fees. We advertise the fees and membership plans on our website, and you will select a membership plan as part of your membership application process. When you become a member, you agree to pay the fee for the whole of the initial membership term. For each renewal term you agree to pay the fee for the whole of that renewal term.
6.2 Changes to our fees. We may change our fees from time to time. The fee for the membership term you are in at the time we make such a change will not be affected. We aim to give you at least 30 days’ notice of a change to our fees prior to the end date of your current membership term. If the date we notify you of a change to our fees is less than 30 days prior to your end date, we will extend your current membership by 30 days on the same terms. At the expiry of that 30-day extension, unless you have notified us of your wish not to renew your membership, your membership will renew automatically with the new fee. Further information about changes we may make to these terms and conditions and what you can do if you do not accept them can be found in paragraph 13 (changes to these terms and conditions).
6.3 Other charges. During your use of the clubs you may purchase goods, or use facilities and/or services for which additional charges apply. Current pricing for other charges is set out in the member portal. Unless expressly excluded by your membership plan, you will be required to pay an administration fee as part of the membership application process.
6.4 When you pay. Generally, the fee for an initial membership term and any renewal term is due and payable by monthly instalments in advance on the first day of the membership term and each membership month thereafter. However, if your particular membership plan carries alternative payment requirements, your fee will be due and payable in accordance with the terms of such membership plan. For other charges we may take payment in the month when you incur them or in the following month, in either case by adding them to the existing direct debit arrangement. We may also require payment for other charges in advance, in which case we will notify you at the time of your booking.
6.5 How you pay. Payment for fees is by direct debit. We may at our sole discretion decide to accept payment for fees by alternative means. Your membership agreement will only come into effect when we receive your fee in cleared funds. It is your responsibility to ensure you have sufficient funds in your nominated bank account at the time when fee payments are due. Other charges are payable by debit or credit card only.
6.6 Failure to pay. If you fail to pay any fee or other charge when due, we may at our discretion suspend any or all of your membership privileges (including access to ARC Homerton or any other club) until your account is brought current. If you repeatedly fail to meet payment dates, we may terminate your membership immediately by notifying you in writing (including by email).
6.7 Your liability if we terminate for non-payment. You will be liable for any collection or legal costs we incur in collecting any unpaid fees and/or other charges. We charge a £25 administration fee for each instance that a cheque, credit card, or any other payment transaction to us is rejected by your bank or issuer, in addition to any unpaid balance. If we terminate for non-payment, you will not be entitled to a pro-rata refund of fees paid (including the initial administration fee, if applicable) and you will be liable for all fees due until the expiry of the membership term in which we terminate (initial membership term or renewal term, as the case may be).
6.8 Payment of your fee by a third party. We may at our discretion accept payments from a third party for our fees and/or other charges on your behalf. Our prior written approval is required. In these circumstances the following rules apply in addition:
(a) Your membership agreement remains personal to you. You acknowledge and understand that the membership agreement is between you and us. Accordingly, and notwithstanding any arrangements you may enter into whereby a third party (whether an employer or otherwise) agrees to make payments in respect of your membership on your behalf, you will at all times remain solely liable for all fees and other charges payable to us pursuant to the membership agreement, and any modifications to or termination of any such arrangements will have no impact on your obligations to us under the membership agreement. (b) We ask for written confirmation from the third party in advance. This will need to be from a director of the company or someone else with the required authority. This is important for us because, despite them agreeing to pay, our contract remains with you personally, see paragraph 6.8(a).
(c) Additional checks may be necessary. In certain circumstances we may have to carry out checks on the third party, for example to comply with anti-money laundering rules. If we do, this may cause a delay to your membership of ARC. We will notify you if we expect any such changes to cause undue delay. (d) You must notify the third party about changes to our fees and termination. Your membership with us will renew automatically unless you notify us in advance, pursuant to paragraph 4.3, that you do not wish it to. If you fail to notify the third party of a change to our fees for a given renewal term, and they decline to continue payment, you remain liable to us under your membership agreement. If you or we bring your membership to an end, you are responsible for notifying the third party. (e) Changing your third party. We may at our discretion agree to a change to the third party that pays on your behalf. This may be, for example, where you change job. Our prior written approval is required. 7. OUR INTELLECTUAL PROPERTY RIGHTS
7.1 You or your guests may not use the names, logos, colours, trademarks, service marks, photographs, trade dress, pictures, illustrations, graphics or other identifying features of ARC (or any club, if different) for any purpose (including without limitation in any communications, marketing, advertising or other promotional materials) without our prior written approval.
7.2 You are welcome to refer to yourself as a member of ARC on your social media channels, blog or for other non-commercial purposes.
- ARC WORKPLACE MANUAL
8.1 Access and maintenance. We will do our best to maintain the clubs in clean and good functional condition for your benefit. However we are not responsible for damage beyond general wear and tear that is caused by you or your guests, and for this you will be liable, other than where such damage is due to our negligence or breach of these terms and conditions. We reserve the right for our employees and any other third party we choose to access all areas of ARC Homerton and other clubs at all times, including areas used by you, with or without notice to you. This may be for the purposes of maintenance, safety, security or emergency (without limitation). We may remove or replace parts and/or may restrict access to certain parts of our clubs as we determine in our sole discretion.
8.2 Hours of Operation. Our clubs’ hours of operation are set out on our website and/or in our workplace manual.
8.3 Signing in and out of our clubs. When you visit our clubs we will ask you to sign in and sign out using your member login. Please ensure you know or have this information to hand as, if you are not able to do so, we may refuse entry.
8.4 Guests. You are welcome to invite guests to our clubs. You will need to register your guests on the member portal in advance. All guests will be required to sign in at reception upon arrival and agree to our workplace manual.
8.5 Meeting rooms. For a meeting you are hosting in one of our meeting rooms you may invite as many guests as can be seated in that meeting room, subject always to the requirements in paragraph 8.4.
8.6 Conduct. The ARC community is built on respect. Whilst at our club, you may not do anything that is or might be illegal, in breach of these terms and conditions and/or the workplace manual. Furthermore you agree to refrain from any behaviour that is or might be hazardous, discriminatory, inflammatory, disrespectful, disruptive, offensive or otherwise does not foster a positive and supportive shared working environment. If we determine that you and/or your guests have conducted yourselves not in accordance with this paragraph, we may eject your guests and/or in our sole discretion suspend or terminate your membership without further liability to you. If you witness or are subject to any such behaviour, please notify us immediately. This is a material term.
8.7 Personal property. Please think carefully about what you bring to our clubs as we will not be liable for the loss, theft of, or damage to your personal property or that of your guests.
8.9 Fair use. As our clubs are shared working spaces with some shared services and facilities, we expect you to respect, and procure that your guests respect, other members (and their guests) by using the services and facilities fairly.
8.10 Illegal drugs/substances/items. You and your guests are not permitted to purchase, attempt to purchase, use, ingest, possess, sell or otherwise distribute (or attempt to sell or distribute) illegal drugs or other substances or attempt to do any of the same from any member or guest or member of staff while in any of our clubs or in the immediate vicinity thereof. If we find that you or your guest has breached this rule, we will remove you and/or your guest from the club and will terminate the membership in question. In addition, you and your guests are prohibited from purchasing, selling, using or possessing any object which is illegal or offensive while in one of our clubs or in the immediate vicinity thereof. If we become aware of any such object we will confiscate it, remove you and/or your guest from the club, in our sole discretion suspend or terminate your membership. We will notify the police or relevant authorities, as required or appropriate. This is a material term.
8.11 The provisions of this paragraph 8 are not exhaustive and are supplemented by our workplace manual, which can be viewed on our website and are subject to change.
- DATA PROTECTION
9.1 We recognise that in operating a membership model, our business relies on the collection, storage and further use of your personal data, and as such the data protection laws apply. This paragraph 9 is in addition to, and does not relieve, remove or replace, our respective obligations or rights under the data protection laws.
9.2 You and we both acknowledge that for the purposes of the data protection laws, you are the controller and we are the processor.
9.3 In connection with the performance by us of our obligations under the membership agreement, we will:
(a) process that personal data only in accordance with the membership agreement unless we are required by law to otherwise process that personal data. Where we rely on applicable law as the basis for processing personal data, we will promptly notify you of this before such processing unless the applicable data protection law prohibits us from notifying you;
(b) ensure we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymisation and encryption personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all of our personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
(d) not transfer any personal data outside of the European Economic Area unless we have your prior written consent and the following conditions are fulfilled: (i) we have provided appropriate safeguards in relation to the transfer; (ii) you have enforceable rights and effective legal remedies; (iii) we provide an adequate level of protection to any personal data that is transferred; and (iv) we comply with your reasonable instructions notified to us in advance with respect to the processing of the personal data;
(e) respond to your reasonable requests and ensure we comply with our obligations under the data protection laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify you without undue delay on becoming aware of a personal data breach;
(g) at your written direction, delete or return personal data and copies thereof to you on termination of the membership agreement unless required by applicable laws to store the personal data; and
(h) maintain complete and accurate records and information to demonstrate our compliance with this paragraph and immediately inform you if, in our opinion, an instruction from you infringes the data protection laws.
You hereby indemnify, defend and hold ARC and our affiliates and our respective officers, directors, employees, consultants, contractors and agents harmless from any and all actions, suits, proceedings, claims and demands brought or made by any third party (“third party claims”) and to pay any settlements, awards, costs and expenses (including reasonable legal costs and disbursements) in connection with such third party claims (collectively, “losses”), to the extent such third party claim arises out of or relates to any breach of your membership agreement by you or any violation of the workplace manual by any of your guests.
11.1 Exclusion of liability. We will not be liable to you (nor to any of your guests) for:
(a) any losses from breach by the company that were not foreseeable to us both at the time your membership agreement came into effect; and
(b) any losses related to any business of yours such as lost revenues or profits, loss of data, loss of use, loss of cost or other savings or loss of goodwill or reputation, with respect to any claims based on contract, tort or otherwise (including, without limitation, negligence and strict liability) arising out of or in connection with your membership or use of our clubs.
(c) any death, personal injury or illness occurring at one of our clubs except to the extent that such death, personal injury or illness arises out of or in connection with our negligence.
11.2 Limitation of damages. Our maximum liability arising out of or in connection with your membership or our clubs whether in contract, tort, indemnity, breach of warranty or otherwise will not exceed, in the aggregate, all membership fees actually received by us from you in the applicable period of membership.
11.3 Notwithstanding any other provision of these terms and conditions, nothing in these terms and conditions excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.
12.1 Subject to paragraph 12.3, we may terminate your membership immediately without further liability to you by notifying you in writing if you:
(a) fail to pay to us any fee or other charge by its due date;
(b) breach a material term of your membership agreement (including these terms and conditions); or
(c) repeatedly breach your membership agreement (including these terms and conditions).
12.2 Subject to paragraph 12.3, you may terminate your membership at any time with 30 days’ notice to us in writing (including email).
12.3 If your membership agreement is terminated pursuant to paragraph 12.1 or 12.2, you will be liable to us for any outstanding fees and charges to the date of notice and for all fees until the expiry of the current membership term (whether initial membership term or renewal term, 3-month rolling or 12-month rolling).
12.4 You may terminate your membership with 30 days’ notice to us in writing without further liability to us if:
(a) you have suffered a significant physical disability which has incapacitated you for a period in excess of six months;
(b) you die (and your estate will be relieved of the obligation for further payment hereunder);
(c) you move your primary residence more than fifty (50) miles from any club (as demonstrated in writing to our reasonable satisfaction); or
(d) you have collected unemployment benefits for at least four (4) consecutive weeks (as demonstrated in writing to our reasonable satisfaction).
12.5 You may terminate your membership immediately without further liability to us by notifying us in writing if we:
(a) breach a material term of your membership agreement (including these terms and conditions); or
(b) suspend or cease to carry on all or a substantial part of our business.
12.6 We may terminate your membership immediately for any reason not otherwise referred to in this paragraph 12 by notifying you in writing, in which case you will have no liability to us other than any sums outstanding at the date we so notify you.
12.7 If your membership agreement is terminated pursuant to paragraph 12.5 or 12.6, we will refund you any membership fees paid for the period after such termination, and you will not be liable to us for any fees for the remaining part of your membership term (whether initial membership term or renewal term, 3-month rolling or 12-month rolling).
13.1 CHANGES TO THESE TERMS AND CONDITIONS
13.1 We may make minor changes to these terms and conditions from time to time as we deem necessary in our sole discretion or to comply with any law or regulation. We will notify you when any such changes have been made.
13.2 We will notify you of any material change to these terms and conditions in writing sufficiently in advance so that you have the opportunity to opt out of membership renewal if you do not accept our change. We aim to provide you with not less than 30 days’ notice of such a change prior to the end date of your current membership period. If the date on which we notify you of the change is less than 30 days prior to such end date, we will extend your current membership by 30 days automatically on the same terms. At the expiry of that 30-day extension, unless you have notified us of your wish to cancel your membership, your membership will renew automatically incorporating the updated terms and conditions.
14.1 Force majeure. Except for the payment of any amounts due hereunder, non-performance by either you or us will be excused to the extent that performance is prevented or delayed by events, circumstances or causes beyond our reasonable control and not caused by the negligence of the non-performing party.
Assignment and other dealings.
(a) Subject to paragraph 14.2(b), neither you nor we may assign or otherwise transfer any of our rights or obligations under your membership agreement.
(b) We may assign or otherwise transfer any or all of our rights and obligations under the membership agreement to any of our affiliates or in connection with a merger, consolidation, sale of equity interests, sale of all or substantially all of our assets or other change of control transaction, provided that such assignment or transfer does not adversely affect or materially reduce your rights under the membership agreement. The membership agreement is binding upon and will inure to the benefit of each party and, in the case of ARC only, our permitted successors or assignees.
14.3 No partnership or agency. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party
14.4 Entire agreement. The membership agreement (comprising these terms and conditions, your membership plan and our workplace manual) sets forth the entire agreement between you and us as to its subject matter and supersedes all prior agreements, negotiations, representations, and promises between us with respect to its subject matter.
14.5 Waiver. A waiver of rights under the membership agreement will not be effective unless it is in writing and signed by the party that is waiving the rights. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.6 Severance. If any provision or part-provision of the membership agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the membership agreement.
14.7 Third party rights. We agree that a person who is not a party to the membership agreement will have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the membership agreement.
14.8 Governing law and jurisdiction.
(a) The membership agreement, and any and all disputes directly or indirectly arising out of or relating to it, will be governed by and construed in accordance with the laws of England and Wales.
(b) In the unlikely event that a dispute arises between us out of or in connection with the membership agreement, you and we agree to refer to the courts of England and Wales, and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.